Exhibit 10.20


 


AMERICOLD SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

PENSION RESTORATION AGREEMENT


 


THIS
PENSION RESTORATION AGREEMENT (this “Agreement”) made and entered into
as of the 7 day of July, 2005, by and between AMERICOLD LOGISTICS, LLC, a Delaware
limited liability company (the “Company”), and Gregory A. Bryan (the “Employee”)
pursuant to the AmeriCold Supplemental Executive Retirement Plan (the “SERP”).


 


WITNESSETH:


 


WHEREAS,
the Company sponsors the SERP for the benefit of those employees of the Company
who have been selected for participation in the SERP; and


 


WHEREAS,
to reward Employee for his exemplary service in the past and for his continued
service in the future, the Company’s Compensation Committee has designated
Employee as an “Eligible Employee” for purposes of the SERP; and


 


WHEREAS,
Employee and the Company desire to enter into this Agreement to memorialize the
Company’s agreement to provide the Employee with certain credits under the SERP
and the Employee’s agreement to be bound by the terms of the SERP document.


 


NOW,
THEREFORE, in consideration of the mutual understandings and agreements
contained herein, the parties hereby agree as follows:


 


1.                                       General
Provisions. This Agreement is subject in all respects to the
terms of the SERP document, which is incorporated herein by reference. To the
extent that there is any inconsistency between this Agreement and the SERP
document, the SERP document shall control. All capitalized terms not otherwise
defined herein shall have the meanings given them in the SERP document.


 


2.                                       Company Credits.


 


(a)                                       Section 3.1(e) of
the SERP provides that, in addition to Participant Salary Deferrals and Bonus
Deferrals and Company Matching Credits with respect to such Salary Deferrals
and Bonus Deferrals, the Company may, in its sole discretion, credit Company
Discretionary Credits to a Participant’s SERP Account.


 


(b)                                      The Company
hereby agrees to credit Employee’s Account with a Company Discretionary Credit
equal to the amount determined in Section 2(c) hereof for each Plan
Year that, as of December 31 of such Plan Year, the Employee continues to
be an Eligible Employee. Such Company Discretionary Credits shall be deemed
invested, shall vest, and shall be distributed in the manner provided for under
the SERP.


 


(c)                                       The amount of
the Company Discretionary Credit credited to Employee’s Account with respect to
a particular Plan Year shall be equal to the Employee’s “Compensation”
(defined as the aggregate amount of the Employee’s Salary Compensation and
Bonus Compensation earned during the Plan Year) multiplied by the “Applicable
Percentage” (which is specified in the chart below) associated with the
Employee’s Years of Service as of January 1 of such Plan Year:


 

















 




	
  Years of
  Service

  	
   

  	
  Applicable
  Percentage

  
	
  1-5

  	
   

  	
  3.0%

  
	
  5-10

  	
   

  	
  3.5%

  
	
  10-15

  	
   

  	
  4.0%

  
	
  15-20

  	
   

  	
  4.5%

  
	
  20 or more

  	
   

  	
  5.0%

  






 


(d)                                      Notwithstanding
anything herein to the contrary, for the 2005 Plan Year, Employee’s Compensation,
for purposes of Section 2(c) hereof, shall be defined as the
aggregate amount of the Employee’s Salary Compensation and Bonus Compensation
paid with respect to payroll periods beginning on or after April 1, 2005.


 


3.                                       Waiver. The failure
of either of the parties hereto at any time or times to require performance of
any provision hereof shall in no manner affect the right to enforce the same.
No waiver by either of the parties hereto of any condition or the breach of any
term or provision contained in this Agreement or the SERP, whether by conduct
or otherwise, in any one or more instances, shall be deemed or construed to be
a further or continuing waiver of any such condition or breach or a wavier of
any other condition or the breach of any other term or condition contained in
this Agreement or the SERP.


 


4.                                       Severability. In the event
that any court of competent jurisdiction shall hold that any term or provision
of this Agreement shall be invalid or unenforceable, the remaining terms and
provisions hereof shall continue in full force and effect, and this Agreement
shall be deemed to be amended automatically to exclude the offending provision.


 


5.                                       Counterparts. This
Agreement may be executed in multiple copies and each such executed copy shall
be an original of this Agreement.


 


6.                                       Governing Law. To the extent
not preempted by ERISA, the laws of the State of Georgia shall govern the
construction of this Agreement.


 


7.                                       Modification. No change or
modification of this Agreement shall be valid unless it is in writing and
signed by the party against which enforcement thereof is sought.


 


8.                                       Headings. The headings
of each Section of this Agreement are for convenience only.


 


9.                                       Compliance with
Section 409A of the Code.


 


(a)                                            Interpretation. This
Agreement and the SERP are (i) intended to comply with, (ii) shall be
interpreted and their provisions shall be applied in a manner that is
consistent with, and (iii) shall have any ambiguities therein interpreted,
to the extent possible, in a manner that complies with, Section 409A of
the Code and any regulations or other guidance issued thereunder.


 


(b)                                           Amendment for
Compliance with Section 409A. As of the date hereof, the
Treasury Department has not issued all of the guidance it expects to issue with
respect to Section 409A of the Code. Accordingly, the Company and the Employee hereby
agree that, with respect to Section 409A of the Code, to
the extent that (i) any terms of this Agreement conflict with Section 409A
of the Code or Treasury Department regulations or other interpretive authority
promulgated under Section 409A of the Code, or (ii) Section 409A
of the Code or Treasury Department regulations or other interpretive authority
promulgated under Section 409A of the Code would require alternate or
additional Agreement provisions in order for the Agreement to comply with the
requirements of Section 409A of the Code, the Company and the Employee
will negotiate in good faith to amend the Agreement in a manner that complies
with the requirements of Section 409A of the Code and that


 


2

















 


places
the Employee in the same net economic position he would have been in had the
amendment not been made.


 


10.                                           Entire
Agreement. This Agreement, together with the SERP document
(including any ancillary documents referenced therein, such as election forms,
beneficiary designation forms, and the Savings and Retirement Plans), contains
the entire agreement of the parties hereto and no representation, inducement,
promise, or agreement otherwise between the parties not embodied herein shall
be of any force or effect, and no party shall be liable or bound in any manner
for any warranty, representation, or covenant except as specifically set forth
herein.


 


IN WITNESS WHEREOF, the parties
hereto have executed this Agreement as of the day and year first written above.


 


	
  AMERICOLD
  LOGISTICS, LLC

  	
   

  	
  EMPLOYEE

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Gene Caudle

  	
   

  	
  /s/
  Gregory A. Bryan

  
	
  Name:

  	
  Gene
  Caudle

  	
   

  	
   

  
	
  Title:

  	
  Sr.
  VP. Human Resources

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


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